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“Downtown” was written by Tony Hatch, who produced Clark’s 1964 recording. The pair had been working together since Hatch helped producer Alan A. Freeman on Clark’s 1961 No. 1 hit “Sailor.” Hatch became Clark’s regular producer in 1963, but their first five collaborations didn’t light up the charts. That changed when he saw the neon signs which illuminated Broadway on his first trip to New York in the autumn of 1964.
Hatch wrote the core of the song upon hitting 48th Street in midtown Manhattan, the melody coming while he was waiting for the traffic lights to change. According to some sources, he originally envisioned “Downtown” as a doo wop R&B song, and intended to pitch it to the Drifters, whose song “Sweets for My Sweet” inspired Hatch to write “Sugar and Spice,” which became a hit for the Searchers. According to that narrative, it never occurred to Hatch that a white woman could even sing it.
The more accepted story is that Hatch pitched Clark four songs he’d gotten from New York music publishers for an Oct. 16, 1964, London recording session at Pye Studios. None of the songs turned Clark on, and she asked what he’d been writing. He played her the unfinished “Downtown,” scatting the vocal melody because the lyrics only consisted of a few lines and the title word. Clark told him to finish it; she didn’t care if it was a hit or not. He finalized the lyrics about a half hour before the session.
Hatch scored his arrangement to make the giant orchestra accompanying Clark sound like a rock band, and the backing was done live rather than tracked. The musicians included bass player Brian Brocklehurst and a pianist; drummers Ronnie Verrell and Bobby Graham keeping time with other percussion players; a string section consisting of eight violinists, two viola players, and two cellists; a horn section of four trumpet players and four trombonists; and a woodwind quintet on flutes and oboes. Vocal group the Breakaways sang backup.
And then there was the guitar section. The session players were veteran finger benders Vic Flick, Big Jim Sullivan, and Jimmy Page, who would go on to turn The New Yardbirds into Led Zeppelin.